Page 1
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                               ------------------

                                    FORM 10-Q


( X )  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934

For Quarterly Period Ended June 30, 1998

Commission File Number 1-2964

                               ------------------


                            TRANSAMERICA CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                                        94-0932740
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                      Identification No.)

                              600 Montgomery Street
                         San Francisco, California 94111
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (415) 983-4000
              (Registrant's telephone number, including area code)



         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No

         Number of shares of Common Stock, $1 par value, outstanding as of close
of business on July 31, 1998: 62,554,139 shares.

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                            TRANSAMERICA CORPORATION

                                    FORM 10-Q

Part I.  Financial Information

Item 1.  Financial Statements.

         The   following   unaudited   consolidated   financial   statements  of
Transamerica  Corporation and Subsidiaries,  for the periods ended June 30, 1998
and 1997, and the balance sheet as of December 31, 1997 do not include  complete
financial  information and should be read in conjunction  with the  Consolidated
Financial  Statements filed with the Commission in Transamerica's  Annual Report
on Form 10-K for the year ended  December 31, 1997.  The  financial  information
presented  in the  financial  statements  included in this report  reflects  all
adjustments,  consisting only of normal  recurring  accruals,  which are, in the
opinion of management, necessary for a fair statement of results for the interim
periods  presented.   Results  for  the  interim  periods  are  not  necessarily
indicative  of the  results  for the entire  year for most of the  Corporation's
businesses.

                                  * * * * * * *

         Earnings per share is calculated by dividing income available to common
stockholders by the average number of common, and for diluted earnings per share
common stock equivalent,  shares outstanding.  Basic earnings per share is based
upon the weighted  average  number of common  shares  outstanding  for the three
months ended June 30, 1998 and 1997 of 62,784,000 and 66,361,000 and for the six
months periods then ended of 62,882,000  and  66,262,000.  Diluted  earnings per
share is based upon the weighted  average  number of common  shares  outstanding
during the period plus the effect of common stock options outstanding, using the
treasury  stock method,  of 65,325,000 and 68,371,000 for the three months ended
June 30, 1998 and 1997 and  65,411,000  and 68,214,000 for the six month periods
ended June 30, 1998 and 1997. The  computations for the six month period of 1997
are based on income after  deduction of preferred  dividends of $2.6 million and
the premium on redemption of preferred stock of $3.8 million.

         Effective  January 1, 1998,  Transamerica  adopted  the  provisions  of
American  Institute of Certified  Public  Accountants  Statement of Position No.
98-1 which  requires,  among other things,  that payroll  costs  incurred in the
development of computer software systems be capitalized.  The effect of adoption
was to increase  consolidated  income for the six months and three  months ended
June 30,  1998 by $3.4  million  ($0.05  diluted  earnings  per  share) and $1.6
million ($0.02 diluted earnings per share).

         The  consolidated  ratios of earnings to fixed charges were computed by
dividing income from continuing operations before fixed charges and income taxes
by the fixed  charges.  Fixed  charges  consist of  interest  and debt  expense,
dividends declared on preferred securities issued by affiliates and one-third of
rent expense, which approximates the interest factor.

         In June 1998, the Financial Accounting Standards Board issued Statement
No. 133,  Accounting for Derivative  Instruments  and Hedging  Activities.  This
statement   establishes   accounting  and  reporting  standards  for  derivative
instruments,   including  certain  derivative   instruments  embedded  in  other
contracts,  and for hedging  activities.  Transamerica is required to adopt this
statement  as of  January  1,  2000.  The  effect  on  Transamerica's  financial
statements of adopting this standard is uncertain at this time.


<PAGE>

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<TABLE>

                    TRANSAMERICA CORPORATION AND SUBSIDIARIES
                                -----------------

                           CONSOLIDATED BALANCE SHEET

                                     Assets

<CAPTION>
                                                                                                 June 30,               December 31,
                                                                                                   1998                     1997
<S>                                                                                            <C>                       <C>
Investments, principally of life insurance subsidiaries:
     Fixed maturities ..........................................................               $  29,768.0               $  29,210.8
     Equity securities .........................................................                   1,653.4                   1,607.5
     Mortgage loans and real estate ............................................                     813.0                     750.2
     Loans to life insurance policyholders .....................................                     455.5                     451.0
     Short-term investments ....................................................                     697.0                     336.0
                                                                                               -----------               -----------
                                                                                                  33,386.9                  32,355.5

Finance receivables ............................................................                   4,784.6                   4,333.4
Less unearned fees ($387.9 in 1998 and
     $340.8 in 1997) and allowance for losses ..................................                     499.1                     430.1
                                                                                               -----------               -----------
                                                                                                   4,285.5                   3,903.3

Cash and cash equivalents ......................................................                     218.1                     132.9
Trade and other accounts receivable ............................................                   2,404.0                   2,165.8
Net assets of discontinued operations ..........................................                      47.3                      40.1
Property and equipment, less accumulated
     depreciation of $1,500.4 in 1998 and
     $1,465.9 in 1997:
     Land, buildings and equipment .............................................                     413.7                     395.4
     Equipment held for lease ..................................................                   2,977.8                   2,996.5
Deferred policy acquisition costs ..............................................                   1,962.0                   2,102.6
Separate account assets ........................................................                   8,005.8                   5,494.7
Goodwill, less accumulated amortization of
     $163.6 in 1998 and $156.2 in 1997 .........................................                     387.8                     423.0
Assets held for sale ...........................................................                      49.1                     377.8
Other assets ...................................................................                     710.4                     785.3
                                                                                               -----------               -----------
                                                                                               $  54,848.4               $  51,172.9
                                                                                               ===========               ===========
<FN>

(Amounts in millions)

</FN>
</TABLE>


<PAGE>

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<TABLE>
                    TRANSAMERICA CORPORATION AND SUBSIDIARIES
                                -----------------

                     CONSOLIDATED BALANCE SHEET (Continued)

                      Liabilities and Stockholders' Equity

<CAPTION>
                                                                                                   June 30,             December 31,
                                                                                                     1998                  1997
<S>                                                                                             <C>                     <C>
Life insurance policy liabilities ..................................................            $  30,803.8             $  30,141.9
Notes and loans payable, principally of
     finance subsidiaries, of which $759.7
     in 1998 and $998.6 in 1997 matures
     within one year ...............................................................                6,302.7                 6,235.3
Accounts payable and other liabilities .............................................                2,193.5                 2,096.9
Income taxes .......................................................................                1,765.3                 1,607.8
Separate account liabilities .......................................................                8,005.8                 5,494.7

Minority interest in preferred securities
     of affiliates .................................................................                  715.0                   715.0

Stockholders' equity:
     Preferred Stock ($100 par value)
         1,200,000 shares authorized;
         none outstanding
     Preference Stock (without par value)--
         5,000,000 shares authorized; none
         outstanding
     Common Stock ($1 par value):
         Authorized--300,000,000 shares
         Outstanding -- 62,443,832 shares in 1998
                  and 62,904,108 shares in 1997,
                  after deducting 17,294,630 shares
                  and 16,834,354 shares in treasury ................................                   62.4                    62.9
     Retained earnings .............................................................                3,450.4                 3,330.8
     Components of other cumulative
         comprehensive income:
              Net unrealized gain from investments
                  marked to fair value .............................................                1,598.9                 1,533.6
              Foreign currency translation adjustments .............................                  (49.4)                  (46.0)
                                                                                                -----------             -----------
                                                                                                    5,062.3                 4,881.3
                                                                                                -----------             -----------
                                                                                                $  54,848.4             $  51,172.9
                                                                                                ===========             ===========
<FN>
(Amounts in millions except for share data)
</FN>
</TABLE>



<PAGE>

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<TABLE>

                                              TRANSAMERICA CORPORATION AND SUBSIDIARIES
                                                          -----------------

                                                  CONSOLIDATED STATEMENT OF INCOME
<CAPTION>
                                                            Six months ended June 30                   Three months ended June 30
                                                             1998              1997                      1998              1997
<S>                                                    <C>                 <C>                     <C>                 <C>
REVENUES
Investment income                                      $     1,129.3       $     1,086.7           $       564.8       $       553.7
Life insurance premiums and related income                     909.3               893.6                   452.4               451.5
Finance charges and other fees                                 343.0               249.6                   175.9               126.3
Leasing revenues                                               367.0               370.5                   181.3               181.6
Real estate and tax service revenues                           169.0               146.5                    94.4                90.3
Gain on investment transactions                                127.6                14.4                    43.3                 6.2
Other                                                           57.1                42.8                    31.3                22.5
                                                       -------------       -------------           -------------       -------------
                                                             3,102.3             2,804.1                 1,543.4             1,432.1

EXPENSES
Life insurance benefits                                      1,428.4             1,402.5                   704.0               722.2
Life insurance underwriting, acquisition
     and other expenses                                        359.6               360.3                   181.6               160.5
Interest and debt expense                                      210.0               212.3                   105.1               110.9
Leasing operating and maintenance costs                        221.9               227.7                   110.0               113.7
Provision for losses on receivables                             25.0                 7.5                    11.4                 3.9
Other, including administrative and general
     expenses                                                  389.7               312.9                   192.5               157.1
                                                       -------------       -------------           -------------       -------------
                                                             2,634.6             2,523.2                 1,304.6             1,268.3
                                                       -------------       -------------           -------------       -------------
                                                               467.7               280.9                   238.8               163.8
Income taxes                                                   161.6                87.0                    86.4                50.9
                                                       -------------       -------------           -------------       -------------
Income from continuing operations                              306.1               193.9                   152.4               112.9
Income from discontinued operations                                                275.0                                       275.0
                                                       -------------       -------------           -------------       -------------
Net income                                             $       306.1       $       468.9           $       152.4       $       387.9
                                                       =============       =============           =============       =============

Earnings per Share of Common Stock
     Basic:
         Income from continuing operations
              before investment transactions           $        3.55       $        2.69           $        1.98       $        1.64
         Gain on investment transactions                        1.32                0.14                    0.45                0.06
                                                       -------------       -------------           -------------       -------------
         Income from continuing operations                      4.87                2.83                    2.43                1.70
         Income from discontinued operations                                        4.15                                        4.15
                                                       -------------       -------------           -------------       -------------
         Net income                                    $        4.87       $        6.98           $        2.43       $        5.85
                                                       =============       =============           =============       =============
     Diluted:
         Income from continuing operations
              before investment transactions           $        3.41       $        2.61           $        1.90       $        1.59
         Gain on investment transactions                        1.27                0.14                    0.43                0.06
                                                       -------------       -------------           -------------       -------------
         Income from continuing operations                      4.68                2.75                    2.33                1.65
         Income from discontinued operations                                        4.03                                        4.02
                                                       -------------       -------------           -------------       -------------
         Net Income                                    $        4.68       $        6.78           $        2.33       $        5.67
                                                       =============       =============           =============       =============

Dividends per share of common stock                    $        1.00       $        1.00           $        0.50       $        0.50
                                                       =============       =============           =============       =============

Ratio of earnings to fixed charges                              2.82                2.12
                                                       ==============      =============

<FN>

(Amounts in millions except for share data)

</FN>
</TABLE>



<PAGE>

Page 6

<TABLE>


                    TRANSAMERICA CORPORATION AND SUBSIDIARIES
                                -----------------

                      CONSOLIDATED STATEMENT OF CASH FLOWS
<CAPTION>

                                                             Six months ended
                                                                  June 30,
                                                             1998        1997
<S>                                                     <C>          <C>
OPERATING ACTIVITIES
Income from continuing operations ...................   $     306.1  $    193.9
Adjustments to reconcile income from
     continuing operations to net cash
     provided by operating activities:
         Change in accounts payable and
              other liabilities .....................         (44.9)      984.2
         Change in accounts receivable
              and other assets ......................        (137.0)     (324.2)
         Increase in life insurance policy
              liabilities, excluding policyholder
              balances on interest-sensitive policies         675.1       336.1
         Amortization of policy acquisition costs ...         180.0       105.4
         Policy acquisition costs deferred ..........        (302.0)     (221.8)
         Depreciation and amortization ..............         170.5       166.9
         Other ......................................         122.1        21.8
                                                        -----------  ----------
     Net cash provided by operations ................         969.9     1,262.3

INVESTING ACTIVITIES
Finance receivables originated ......................      (9,819.7)   (9,649.4)
Finance receivables collected .......................      10,066.6     9,268.3
Purchase of investments .............................      (5,159.0)   (5,978.1)
Sales and maturities of investments .................       4,680.1     4,534.9
Proceeds from the sale of and cash
     transactions with discontinued operations ......          (4.0)    4,039.7
Purchase of finance receivables from
     Whirlpool Financial Corporation ................        (378.4)
Other ...............................................        (138.1)     (403.5)
                                                        -----------  ----------
     Net cash provided (used) by
         investing activities .......................        (752.5)    1,811.9

FINANCING ACTIVITIES
Proceeds from debt financing ........................         984.4     2,760.7
Payment of notes and loans ..........................        (926.5)   (6,404.1)
Receipts from interest-sensitive policies
     credited to policyholder account balances ......       4,231.0     3,810.9
Return of policyholder balances on
     interest-sensitive policies ....................      (4,234.2)   (2,935.8)
Treasury stock purchased ............................        (195.8)     (305.2)
Redemption of preferred stock .......................                    (318.9)
Proceeds from issuance of common stock ..............          71.7        51.2
Dividends ...........................................         (62.8)      (67.4)
                                                        -----------  ----------
     Net cash used by financing activities ..........        (132.2)   (3,408.6)
                                                        -----------  ----------
Increase (decrease) in cash and cash
     equivalents ....................................          85.2      (334.4)
Cash and cash equivalents at beginning
     of year ........................................         132.9       440.9
                                                        -----------  ----------
Cash and cash equivalents at end of period ..........   $     218.1  $    106.5
                                                        ===========  ==========
<FN>

(Amounts in millions)
</FN>
</TABLE>


<PAGE>

Page 7
                    TRANSAMERICA CORPORATION AND SUBSIDIARIES
                                -----------------

                   CONSOLIDATED STATEMENT OF RETAINED EARNINGS

                            Six months ended June 30,
                                    1998 1997

Balance at beginning of year ...............       $  3,330.8        $  2,920.2
Net income .................................            306.1             468.9
Dividends on common stock ..................            (62.8)            (64.8)
Dividends on preferred stock ...............                               (2.6)
Treasury stock purchased ...................           (123.7)           (172.2)
                                                   ----------        ----------
Balance at end of period ...................       $  3,450.4        $  3,149.5
                                                   ==========        ==========


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
of Operations.

Consolidated Results

         In the  first six  months of 1998  income  from  continuing  operations
before investment  transactions increased $38.7 million (21%) over the first six
months of 1997 due to  increases  in life  insurance,  real  estate,  commercial
lending and leasing operating  results and lower unallocated  interest and other
expenses.  Net income for the first six  months of 1998  included  net after tax
gains from investment  transactions  aggregating  $82.8 million compared to $9.3
million in the first six months of 1997.  Net income for the first six months of
1997  included a $275  million  after tax gain from the sale of the branch based
consumer  lending  business.  Including the net after tax gains from  investment
transactions  and the  1997  after  tax gain  from the sale of the  branch-based
consumer lending business, Transamerica's net income for the first six months of
1998 decreased $162.8 million (35%), from the first six months of 1997.

         In the second quarter of 1998 income from continuing  operations before
investment transactions increased $15.4 million (14%) over the second quarter of
1997  primarily  due to increases in  commercial  lending,  life  insurance  and
leasing  operating  results and lower  unallocated  interest and other expenses,
partially  offset by lower real  estate  operating  results.  Net income for the
second quarter of 1998 included net after tax gains from investment transactions
aggregating  $28.1 million compared to $4 million in the second quarter of 1997.
Net income for the second  quarter of 1997  included the $275 million  after tax
gain  discussed  above.  Including  the net  after  tax  gains  from  investment
transactions  and the  1997  after  tax gain  from the sale of the  branch-based
consumer lending business,  Transamerica's  net income for the second quarter of
1998 decreased $235.5 million (61%), compared to the second quarter of 1997.

     Gain on investment transactions, pretax, included in consolidated revenues,
comprised (amounts in millions):
<TABLE>
<CAPTION>
                                                                           Six months ended June 30,     Three months ended June 30,
                                                                             1998              1997           1998             1997

<S>                                                                       <C>               <C>              <C>              <C>
Net gain (loss) on sale of investments ..........................         $  182.6          $   0.4          $  89.6          $  2.7
Adjustment for impairment in value ..............................            (29.2)            (2.0)           (21.3)
Adjustment to amortization of
    deferred policy acquisition
    costs for realized investment
    transactions ................................................            (25.8)            16.0            (25.0)            3.5
                                                                          --------          -------          -------          ------
                                                                          $  127.6          $  14.4          $  43.3          $  6.2
                                                                          ========          =======          =======          ======
</TABLE>

     The  amortization of deferred policy  acquisition  costs for universal life
and other  interest-sensitive  life insurance products was adjusted due to gains
or losses  realized on the sale of certain  investments.  The  adjustment to the
amortization  of deferred  policy  acquisition  costs was included in investment
transactions   as  an  offset  to  the  related  gains  or  losses.   Investment
transactions also reflected downward adjustments primarily for impairment in the
value of certain below  investment  grade fixed maturity  investments,  mortgage
loans, real estate investments and real estate acquired through foreclosure.


<PAGE>

Page 8

<TABLE>

                                               REVENUES AND INCOME BY LINE OF BUSINESS
<CAPTION>

                                                                  Six months ended June 30                        Second Quarter
                                                           Revenues                       Income                   Income (Loss)
                                                      1998           1997           1998         1997            1998          1997
                                                                    (Amounts in millions)
<S>                                                   <C>            <C>            <C>          <C>          <C>          <C>
Life insurance revenue and income
     before investment transactions ..............    $  2,026.1     $  1,964.9     $  162.9     $  142.8     $   85.0     $   79.9

Commercial lending ...............................         340.5          239.0         47.0         41.9         29.0         20.7
Leasing ..........................................         404.1          408.6         31.2         28.3         15.6         12.5
Amortization of goodwill .........................                                      (7.3)        (6.4)        (3.9)        (3.2)
                                                      ----------     ----------     --------     --------     --------     --------
Total finance ....................................         744.6          647.6         70.9         63.8         40.7         30.0

Real estate services revenue and income
     before investment transactions ..............         216.9          189.1         44.9         36.7         26.5         28.6
Amortization of goodwill .........................                                      (0.1)        (0.1)        (0.1)        (0.1)
                                                      ----------     ----------     --------     --------     --------     --------
                                                           216.9          189.1         44.8         36.6         26.4         28.5

Unallocated interest and
     other expenses ..............................          18.1           16.4        (55.3)       (58.6)       (27.8)       (29.5)
Consolidation eliminations .......................         (31.0)         (28.4)
                                                      ----------     ----------     --------     --------     --------     --------

Revenues and income from continuing
         operations before investment
         transactions ............................       2,974.7        2,789.6        223.3        184.6        124.3        108.9

     Gains on investment transactions:
         Life insurance ..........................          51.9            3.5         33.8          2.2         16.7         (1.5)
         Real estate .............................          75.7           11.0         49.0          7.1         11.4          5.5
                                                      ----------     ----------     --------     --------     --------     --------
Total investment gains ...........................         127.6           14.5         82.8          9.3         28.1          4.0
                                                      ----------     ----------     --------     --------     --------     --------
Total revenues and income from
     continuing operations .......................    $  3,102.3     $  2,804.1     $  306.1     $  193.9     $  152.4     $  112.9
                                                      ==========     ==========     ========     ========     ========     ========
</TABLE>

Life insurance

     Net income from the life  insurance  operations for the six and three month
periods  ended June 30, 1998  increased by $51.7 million (36%) and $23.3 million
(30%) compared to the  corresponding  periods of 1997.  Income before investment
transactions  for the first half and  second  quarter  of 1998  increased  $20.1
million  (14%) and $5.1 million (6%)  compared to the same periods of 1997.  Net
after tax gains  from  investment  transactions  for the first  half and  second
quarter of 1998 increased  $31.6 million and $18.2 million  compared to the same
periods of 1997. The six month results for 1997 were  unfavorably  affected by a
$20.1  million  after tax charge  for a legal  settlement  recorded  in the life
insurance division.

     The life insurance division's income before investment transactions for the
six and three  month  periods  ended June 30,  1998 was $44.7  million and $23.9
million compared to $19.2 million and $18.7 million in the same periods of 1997.
The  increase  for  the  three  month  period  was   primarily   the  result  of
comparatively  lower claims  activity.  The 1997 six month  period  included the
$20.1 million after tax charge discussed above.

     Annuities'  income  before  investment  transactions  for the six and three
month  periods  ended  June 30,  1998 was $25.9  million  and $13.9  million  as
compared to $24.5  million and $10.2  million in the same  periods of 1997.  The
increases were primarily  attributable to higher interest  spreads and increases
in fee income related to variable annuities.

<PAGE>

Page 9

     The asset  management  group's income before  investment  transactions  was
$36.2  million and $19.9  million for the six and three month periods ended June
30, 1998  compared  to $28.2  million  and $14.9  million for the  corresponding
periods  of 1997.  The  increase  in  earnings  was  primarily  attributable  to
favorable  interest  spreads and  increased  fee income  resulting  from overall
growth in the line's asset management business.

     Within the reinsurance line, income before investment  transactions for
the six and three month  periods ended June 30, 1998 was $25.5 million and $12.9
million.  Comparable  earnings for the same periods of 1997 were $35 million and
$18.1 million. The decreases were primarily due to premium and reserve reporting
issues on certain recent portfolio treaties.

     The Canadian line's income before investment  transactions of $14.3 million
and $6.8 million in the first six and three month  periods of 1998 were slightly
lower than the  earnings of $14.7  million and $7.1 million for the same periods
in 1997. The decreases were due primarily to unfavorable foreign exchange rates.

     For the corporate line,  income before  investment  transactions  decreased
$4.9 million (23%) and $3.4 million (31%) during the six and three month periods
of 1998 as compared to the same periods of 1997. The decreases were attributable
primarily to a higher effective tax rate and increased  systems expenses related
to year 2000 compliance.

     Gains on  investment  transactions  increased by $31.6  million for the six
month  period  ended June 30,  1998 as compared to the first six months of 1997.
For the three month period ended June 30, 1998, the life  companies  experienced
investment  transaction  gains of $16.7  million  after tax as  compared  to net
losses of $1.5  million  for the same three  month  period of 1997.  Included in
these  amounts  are  after  tax net gains of $69.6  million  and  $46.8  million
realized on sales of  investments  during the six month and three month  periods
ended June 30,  1998,  compared to after tax net losses of $6.8 million and $3.8
million  realized  during the  comparable  periods of 1997.  Adjustments  to the
amortization of deferred policy  acquisition  costs reduced  investment gains in
the six and three month  periods  ended June 30, 1998 by $16.8 million and $16.3
million after tax.  Investment  transactions for the six and three month periods
ended June 30, 1998 reflect  adjustments  of $19 million and $13.8 million after
tax primarily for  impairment in value of certain below  investment  grade fixed
maturity investments.

     Total life companies net investment  income increased by $45.4 million (4%)
and $17.2  million (3%) for the six and three month  periods ended June 30, 1998
as compared to the same  periods of 1997 which was  principally  the result of a
growing invested asset base.

     Total life  companies  policy  revenue  increased  $15.7  million  (2%) and
$900,000  (less than 1%) for the six and three month periods of 1998 as compared
to the same periods of 1997.  These  increases  were  primarily due to increased
premiums from traditional life products and higher fees from interest  sensitive
policies   partially  offset  by  decreases  in  single  premium  annuities  and
reinsurance.

     Total life companies  insurance benefit costs and expenses  increased $25.4
million (1%) and $3.2 million (less than 1%) for the six and three month periods
ended June 30, 1998 as compared to the same periods of 1997.  The increases were
primarily due to increases in interest credited on interest-sensitive  policies,
premium and reserve  reporting  issues on certain recent  reinsurance  portfolio
treaties and increases in systems related costs,  offset in part by lower claims
on life insurance products. The 1997 six month period included the provision for
the legal settlement discussed above.

     Cash  provided  by life  companies  operations  for the six and three month
periods ended June 30, 1998  increased  $220.3  million (41%) and $273.4 million
(101%) over the same periods of 1997.  These increases were primarily due to the
timing  of  the  settlement  of  certain  receivables  and  payables,  including
reinsurance  receivables and payables. The life companies continue to maintain a
sufficiently  liquid  investment  portfolio  to  cover  operating  requirements.
Remaining funds are invested in long term securities.


Commercial Lending

     Commercial lending net income for the first half and second quarter of 1998
was $40.7 million and $25.6 million  compared to $36.6 million and $18.1 million
for the  comparable  periods  of 1997.  Commercial  lending  income,  before the
amortization  of  goodwill,  for the  first  half  and  second  quarter  of 1998
increased  $5.1 million  (12%) and $8.3 million (40%) from 1997's first half and
second quarter.  Operating  results for the second quarter of 1998 included $3.2
million in after tax gains on the  securitization  of $300  million of floorplan
receivables and $200 million of commercial loan and lease receivables.  Included

<PAGE>

Page 10

in the six months ended June 30, 1998 was a first quarter $3 million tax benefit
from the  resolution  of prior year tax  matters,  a first  quarter $2.1 million
after tax  charge  for losses and the  restructuring  of the  insurance  premium
finance  business,  and a first  quarter  $2.1  million  after  tax  gain on the
securitization of $300 million of floorplan receivables. In the six months ended
June 30, 1997 was a first quarter $3.2 million tax benefit from the satisfactory
resolution of prior years' tax matters. Higher margins due to higher average net
receivables in the first half and second  quarter of 1998 were partially  offset
by an increase in operating  expenses and in the provision for losses on finance
receivables.

     Revenues  in the first half and second  quarter  of 1998  increased  $101.5
million  (42%) and $54.3  million  (45%) over the  corresponding  1997  periods.
Revenues  rose in 1998  principally  due to growth in  average  net  receivables
outstanding.  Revenues  in the first  six  months  and  second  quarter  of 1998
included  $8.9  million  and $5.7  million in gains from the  securitization  of
receivables.

     Interest expense  increased $15 million (18%) and $7.5 million (17%) in the
first half and second quarter of 1998 due to a higher  average  interest rate on
borrowings and higher average debt levels needed to support  receivables growth.
Operating expenses for the first six months and second quarter of 1998 increased
$62.2 million (74%) and $27.5 million (67%) over the corresponding  1997 periods
primarily as a result of the integration of the Whirlpool Finance operations and
higher levels of business volume and outstanding receivables.  The provision for
losses on  receivables  for the first half and second  quarter of 1998 increased
$17.5 million (232%) and $7.5 million (191%) from the corresponding 1997 periods
principally  as a result of higher  credit  losses in the retail  portfolio  and
additional  provisions  in the first  quarter of 1998 on the  insurance  premium
finance portfolio. Credit losses, net of recoveries, on an annualized basis as a
percentage  of  average  commercial  finance  receivables  outstanding,  net  of
unearned finance charges, were 0.68% for the first half and 0.79% for the second
quarter of 1998 compared to 0.15% and 0.13% for the comparable periods of 1997.

     Net commercial finance  receivables  outstanding at June 30, 1998 increased
$411  million  (12%) from  December 31, 1997.  The increase in  receivables  was
largely  a result  of a  decision  not to sell  the  insurance  premium  finance
operation and the  reclassification  of those  receivables  from assets held for
sale to finance  receivables,  and the acquisition during the first half of 1998
of the retail  finance  business  and the  remaining  international  assets from
Whirlpool  Financial  Corporation  which amounted to $387 million of net finance
receivables.  This completed the  acquisition of $1.1 billion in net receivables
and other assets  representing  substantially  all of the  inventory  and retail
finance business from Whirlpool  Finance  Corporation.  The total purchase price
was $1.3  billion in cash subject to post closing  adjustments.  Management  has
established  an allowance  for losses equal to 2.64% of net  commercial  finance
receivables  outstanding  as of June 30, 1998  compared to 2.35% at December 31,
1997.

     Delinquent receivables are defined as instalments for inventory finance and
asset based lending  receivables  more than 60 days past due and the outstanding
loan  balance  for all  other  receivables  over 60 days  past  due.  Delinquent
receivables  were $47.1 million (1.12% of receivables  outstanding)  at June 30,
1998 compared to $18 million (0.48% of receivables  outstanding) at December 31,
1997.  The increase in delinquent  receivables at June 30,1998 was primarily due
to the  inclusion  of the  insurance  premium  finance  receivables  which  were
reported as assets held for sale at December 31,1997, and the receivables of the
new retail lending operation.  Delinquent  insurance premium finance receivables
at December 31, 1997 were $14.2 million.

     Nonearning receivables are defined as balances from borrowers that are more
than 90 days delinquent for non credit card  receivables or sooner if it appears
doubtful they will be fully  collectible.  Nonearning  receivables  on revolving
credit card accounts  included in retail are defined as balances from  borrowers
in bankruptcy and accounts for which full collectibility is doubtful. Accrual of
finance charges is suspended on nonearning  receivables  until such time as past
due accounts are collected.  Nonearning receivables were $50.7 million (1.21% of
receivables  outstanding)  at June 30, 1998 compared to $26.4 million  (0.71% of
receivables  outstanding)  at December  31,  1997.  The  increase in  nonearning
receivables at June 30, 1998 was primarily due to the inclusion of the insurance
premium  finance  receivables  which were  reported  as assets  held for sale at
December  31,  1997  and  an  increase  in   distribution   finance   nonearning
receivables.  Nonearning  insurance premium finance  receivables at December 31,
1997 were $7.5 million.

         
<PAGE>

Page 11

Leasing

     Leasing net income for the first half and second  quarter of 1998 was $30.2
million and $15 million  compared to $27.3 million and $12 million for the first
half and second quarter of 1997.  Leasing  income,  before the  amortization  of
goodwill,  was $31.2  million  and $15.6  million  in the first  half and second
quarter of 1998 compared to $28.3 million and $12.5 million in the corresponding
periods of 1997.

     Leasing income, before the amortization of goodwill, for the first half and
second  quarter of 1998,  increased  $2.9 million  (10%) and $3.1 million  (24%)
versus the first half and second quarter of 1997.  Higher  earnings for both the
first half and second  quarter  resulted  primarily  from  lower  operating  and
ownership  costs  for  standard  containers   attributable  to  the  accelerated
disposition  of equipment in line with a fleet  downsizing  initiative.  Chassis
earnings  were also  favorable  due to more  units on hire  from both  increased
utilization and a larger fleet mainly  associated  with an increased  demand for
chassis used with U.S. domestic  containers.  Partially  offsetting the earnings
increases  were  lower  earnings  in rail  trailers  due to fewer  units on hire
associated with the continued decline in the demand for this equipment type.

     Revenue for the first half of 1998  decreased  $4.5 million (1%) versus the
first half of 1997 and was  approximately  the same level for the second quarter
of 1998 compared to the second quarter of 1997. The revenue  decrease was due to
less units on-hire for standard containers associated with continued weak market
conditions  and a  smaller  fleet  size  and less  on-hire  rail  trailers  from
accelerated equipment sales.  Offsetting these decreases were increased revenues
from more chassis  on-hires due to favorable  U.S.  market  conditions  for this
equipment and more on-hire European trailers due to the continued growth of this
product.

     Expenses  for the first half and  second  quarter  of 1998  decreased  $9.6
million (3%) and $5.4 million (3%) over the corresponding  1997 periods,  mainly
due to lower  ownership and operating  costs  associated  with smaller  standard
containers and rail trailer  fleets.  Offsetting  these decreases were increased
expenses associated with Year 2000 information technology  expenditures and from
the expansion of our European trailer operations.

     The combined utilization of standard containers,  refrigerated  containers,
domestic containers, tank containers and chassis averaged 79% for both the first
half and  second  quarter  of 1998  compared  to 78% for both the first half and
second quarter of 1997.  Rail trailer  utilization was 79% and 80% for the first
half and  second  quarter  of 1998  compared  to 83% for both the first half and
second quarter of 1997.  European  trailer  utilization  was 90% and 91% for the
first half and second quarter of 1998 compared to 91% and 92% for the first half
and second quarter of 1997.


Real Estate Services

     This segment includes  Transamerica's real estate information businesses as
well as certain real estate holdings and other investments.

     Net income for the first half of 1998  increased  $50.1 million (115%) over
the first half of 1997. Net income  included net after tax gains from investment
transactions of $49 million and $7.1 million in the first half of 1998 and 1997.
Income before  investment  transactions in the first half of 1998 increased $8.2
million  (22%) from the first  half of 1997  primarily  due to higher  levels of
mortgage originations and refinancings. Income before investment transactions in
the first half of 1997  included a $15.5  million after tax gain realized on the
sale of a real estate property.

     Net income for the second quarter of 1998 increased $3.8 million (11%) over
the  second  quarter  of 1997.  Net  income  included  net after tax gains  from
investment transactions of $11.4 million and $5.5 million in the second quarters
of 1998 and 1997. Income before investment transactions in the second quarter of
1998  decreased  $2.1 million (7%) from the second quarter of 1997 primarily due
to the 1997 gain on sale of the real estate property noted above, offset in part
by higher levels of mortgage  originations  and  refinancings in the 1998 second
quarter.

     Revenues for the first half of 1998 increased  $92.5 million (46%) over the
first half of 1997.  Revenues  for the  second  quarter  of 1998  increased  $15
million  (12%) over the second  quarter of 1997.  The increases in the six month
period and second  quarter of 1998 were  primarily  due to increased  gains from
investment  transactions  and the  higher  level of  mortgage  originations  and
refinancings noted above.

<PAGE>

Page 12

Unallocated Interest and Expenses

     Unallocated  interest and other expenses,  after related income taxes,  for
the first  half of 1998  decreased  $3.3  million  from the first  half of 1997.
Unallocated  interest and other  expenses,  after related income taxes,  for the
second quarter of 1998 decreased $1.7 million over the same quarter of 1997. The
decreases were primarily due to lower interest expense.


Discontinued Operations

     In  the  first  six  months  and  second  quarter  of  1998,  results  from
discontinued  operations  were  break  even.  In the first six months and second
quarter of 1997,  income from  discontinued  operations was $275 million,  which
consisted  entirely  of net gains  from the sale of the  branch  based  consumer
lending operations.

<TABLE>
Comprehensive Income

         In accordance with Financial Accounting Standard No. 130, Reporting Comprehensive Income, comprehensive  income for the six
months ended June 30, 1998 and 1997 comprised:
<CAPTION>
                                                                                    Six months ended           Three months ended
                                                                                         June 30,                    June 30,
                                                                                    1998          1997          1998         1997
<S>                                                                              <C>           <C>           <C>           <C>
Net income .................................................................     $  306.1      $  468.9      $  152.4      $  387.9
Other comprehensive income, net of tax:
    Unrealized gains (losses) from investments marked to fair value:  Unrealized
         holding gains (losses) arising during period:
             Equity securities .............................................        (57.7)        139.5        (189.6)        137.5
             Fixed maturities ..............................................        123.0         (41.8)         89.5         269.3
         Less: reclassification adjustment
         for gains included in net income ..................................        (82.8)         (9.3)        (28.1)         (4.0)

                                                                                 $  (17.5)     $   88.4      $ (128.2)     $  402.8

    Foreign currency translation adjustments................................         (3.4)        (11.0)         (2.5)         (3.8)
                                                                                 ________      ________      ________      ________
Comprehensive income .......................................................     $  285.2      $  546.3      $   21.7      $  786.9
                                                                                 ========      ========      ========      ========
</TABLE>

     Transamerica is required to mark its equity securities and fixed maturities
portfolios to fair value.  These  investments  support  liabilities that are not
marked to fair value.

     Transamerica manages its exposure to interest rate fluctuations by managing
the  characteristics  of the assets and  liabilities so that changes are offset.
Transamerica's  objectives for asset liability management are to provide maximum
levels of  finance  and  investment  income and  minimize  funding  costs  while
maintaining   acceptable   levels  of  interest  rate  and  liquidity  risk  and
facilitating the funding needs of the company.


Corporate Liquidity and Capital Requirements

     Transamerica  Corporation  receives funds from its subsidiaries in the form
of dividends,  income taxes and interest on loans.  The  Corporation  uses these
funds to pay dividends to its stockholders, purchase shares of its common stock,
reinvest in the  operations  of its  subsidiaries  and pay  corporate  interest,
expenses and taxes.  Reinvested  funds are allocated  among  subsidiaries on the
basis of expected  returns,  creation of  shareholder  value and capital  needs.
Reinvestment  may be  accomplished  by allowing a subsidiary  to retain all or a
portion of its earnings, or by making capital contributions or loans.

     The  Corporation  also borrows funds to finance  acquisitions or to lend to
certain of its subsidiaries to finance their working capital needs.

     Subsidiaries are required to maintain prudent  financial ratios  consistent
with other  companies  in their  respective  industries  and retain the capacity
through  committed  credit  lines  to  repay  working  capital  loans  from  the
Corporation.

     In May  1997,  Transamerica  announced  that  its  board of  directors  had
authorized  additional  purchases  of up to 6 million  shares  of the  company's
common  stock.  At June 30,  1998,  there were  788,900  shares  remaining to be
purchased  under  this  authorization.   During  the  second  quarter  of  1998,
Transamerica purchased 917,600 shares for a total cost of $106.1 million.

<PAGE>

Page 13

Investment Portfolio

     Transamerica,   principally   through  its  life  insurance   subsidiaries,
maintains an investment portfolio aggregating $33.4 billion at June 30, 1998, of
which $29.8 billion was invested in fixed maturities. At June 30, 1998, 94.3% of
the fixed maturities was rated as "investment  grade" with an additional 3.5% in
the BB category or its  equivalent.  The amortized cost of fixed  maturities was
$27.3 billion resulting in a net unrealized gain position,  before the effect of
income  taxes  and  adjustments  to  deferred   acquisition   costs  and  policy
liabilities,  of $2.5 billion at June 30, 1998. The amortized cost of delinquent
below investment grade securities, before provision for impairment in value, was
$1.9 million at June 30, 1998 and December 31, 1997.  Adjustment  for impairment
in value has been made to reduce the amortized  cost of certain  fixed  maturity
investments  by $90 million at June 30, 1998 and $72.9  million at December  31,
1997.

     In addition to the investments in fixed maturities, $813 million (2% of the
investment  portfolio),  net of  allowance  for  losses  of $25.8  million,  was
invested  in  mortgage  loans  and  real  estate  including  $736.1  million  in
commercial mortgage loans, $72.5 million in real estate investments, $400,000 in
foreclosed real estate and $29.8 million in residential  mortgage loans. Problem
loans,  defined as  restructured  loans  yielding  less than 8%, and  delinquent
loans,  totaled  $2.9  million at June 30, 1998 and $2.3 million at December 31,
1997.  Allowances for possible  losses of $1.3 million at June 30, 1998 and $1.5
million at December 31, 1997 have been established to cover possible losses from
mortgage loans and real estate investments.


Derivatives

     The  operations  of  Transamerica  are  subject  to risk of  interest  rate
fluctuations  to the extent  that there is a  difference  between the cash flows
from  Transamerica's  interest-earning  assets and the cash flows related to its
liabilities  that mature or are  repriced in  specified  periods.  In the normal
course of its  operations,  Transamerica  hedges some of its interest  rate risk
with derivative  financial  instruments.  These derivatives  comprise  primarily
interest rate swap agreements,  interest rate floor  agreements,  and options to
enter into interest rate swap agreements (swaptions).

     Derivative financial instruments with a notional amount of $10.1 billion at
June 30, 1998 and $10 billion at December 31, 1997 and  designated  as hedges of
portions of Transamerica's  investment portfolio were outstanding.  In addition,
derivative financial  instruments with a notional amount of $4.7 billion at June
30,  1998 and $4  billion  at  December  31,  1997 and  designated  as hedges of
Transamerica's liabilities were outstanding.

     While Transamerica is exposed to credit risk in the event of nonperformance
by the other party,  nonperformance  is not anticipated due to the credit rating
of the counterparties.  At June 30, 1998, the derivative  financial  instruments
discussed above were issued by financial  institutions  rated A or better by one
or more of the major credit rating  agencies.  The fair value of  Transamerica's
derivative  financial  instruments  at June 30, 1998 and December 31, 1997 was a
net benefit of $215.2  million and $212.7  million  comprising  agreements  with
aggregate  gross benefits of $245.6 million and $238 million and agreements with
aggregate gross obligations of $30.4 million and $25.3 million.


Year 2000 Issue

     Transamerica  has  developed  a plan  to  modify  its  information  systems
technology to recognize the year 2000. Most of  Transamerica's  critical systems
have  either been  remediated  or are in the final  stages of being  remediated.
These  systems will be tested during the second half of 1998 and are expected to
be year 2000 ready by the end of 1998. The remaining  systems are expected to be
year 2000 ready by mid-1999.

     The Corporation  currently  expects the project to cost between $25 million
and $35 million,  which is being  expensed as incurred.  This estimate  includes
internal  costs,  but excludes  the costs to upgrade and replace  systems in the
normal  course of business.  It is currently  expected that the project will not
have a significant effect on Transamerica's results of operations.




<PAGE>

Page 14

<TABLE>


Part II.  Other Information

Item 4.  Submission of matters to a Vote of Security Holders.

     At the Corporation's Annual Meeting of Stockholders held on April 23, 1998, its stockholders voted on a number of proposals and
nominations. Results of these proposals and nominations were:
<CAPTION>
                                                 Votes             Votes            Votes
                                                  For             Against         Withheld         Abstentions

<S>                                             <C>             <C>               <C>               <C>
Nomination for director:
     Robert W. Matschullat ................     54,540,535                        762,566
     Gordon E. Moore ......................     54,540,396                        762,705
     Condoleezza Rice .....................     54,485,948                        817,153


Election of auditors ......................     54,857,551        253,934                           191,615

Approval to adopt the
     1998 Cash Long Term
     Incentive Plan .......................     51,355,511      3,108,418                           839,171

Approval of an amendment
     to the Corporation's Certificate
     of Incorporation increasing
     the number of authorized
     shares of common stock ...............     48,055,105      6,854,806                           393,189

Approval of an amendment
     to the 1995 Performance
     Stock Option Plan ....................     45,659,305      8,816,311                           827,484

<FN>
         A total of 55,303,101  shares were present in person or by proxy at the
Annual Meeting.



Item 6.  Exhibits and Reports on Form 8-K.

         (a)    Exhibits.

                12     Computation of Ratio of Earnings from continuing operations to Fixed Charges.
                27     Financial Data Schedule.

         (b)    Reports on Form 8K - None

</FN>
</TABLE>

<PAGE>

Page 15

                                   Signatures

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.


TRANSAMERICA CORPORATION
(Registrant)




Burton E. Broome
Vice President and Controller
(Chief Accounting Officer)

Date:  August 4, 1998